Corporate governance The names of members of Board of Directors, their attendance at Balaji Telefilms Board meetings and the number of their other directorships are set out below: Name of the Director Attendance No. of Directorships and Committee particulars memberships / Chairmanship Board Last Other Committee Committee meetings AGM Directorships Memberships Chairmanships Mr. Jeetendra Kapoor (P, N) 4 Present 3 2 1 Ms. Shobha Kapoor (P, E) 4 Present 3 1 0 Ms. Ekta Kapoor (P, E) 3 Not Present 1 1 0 Mr. Akshay Chudasama (N, I) 3 Not Present 4 1 0 Mr. Dhruv Kaji (N, I) 3 Present 2 + 1 1 1 Mr. Tusshar Kapoor (P,E) 4 Present 2 0 0 Mr. Pradeep Sarda (N,I) 1 Present 19 1 0 Ms. Michelle Guthrie (N,NI) 2 Not Present 2 + 32 0 0 Mr. John Lau (N,NI) 2 Present 0 + 142 0 0 Ms. Liza Newnham (N, A) 2 N.A. 1 0 0 Ms. May Oh (N, A) 1 N.A. 1 + 2 0 0 P = Promoter; E = Executive; N = Non-executive; I Independent; NI Non-Independent; A- Alternate + Directorships of foreign companies alaji Telefilms Limited is committed to strong corporate governance and believes in its indispensability in investor protection. The Company s compliance with the Corporate Governance Code in terms of Clause 49 of the Listing Agreement with the Stock Exchange, Mumbai and National Stock Exchange of India Limited is given hereinbelow: Company s philosophy on Corporate Governance The Company s philosophy on Corporate Governance is as under: Ensure that quantity, quality and frequency of financial and managerial information, which management shares with the Board, fully places the Board members in control of the Company s affairs Ensure that the Board exercises its fiduciary responsibilities towards shareholders and creditors, thereby ensuring high accountability Ensure that the extent to which the information is disclosed to present and potential investors is maximised Ensure that the Board, the employees and all concerned are fully committed to maximizing longterm value to the shareholders and the Company Composition of the Board The Board currently has nine members, of whom three are Executive Directors. The Board has a non-executive Chairman. One third of the strength of the Board of Directors comprises Independent Directors. The Board functions either as a full Board or through Committees. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board, while the Committees oversee operational issues. Four meetings of the Board of Directors were held during the year on 20th May, 4th August and 27th October in 2005 and on 31st January in 2006. The maximum time gap between any two meetings was not more than four calendar months. None of the Directors of the Company held committee membership of more than ten committees nor committee chairmanships of more than five committees across all companies in which the person was a Director. Audit Committee Terms of reference The Audit Committee provides direction to the audit and risk management function in the Company and monitors the quality of internal audit and management audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements, recommending appointment / removal of external auditors and fixing their remuneration, reviewing the annual financial statements before submission to the Board, reviewing adequacy of internal control systems and adequacy, structure and staffing of the internal audit function, reviewing findings of internal investigations, discussing the scope of audit with external auditors. The terms and composition of the Audit Committee conform to the requirement of Section 292A of the Companies Act, 1956. Composition The composition of the Audit Committee is as follows: Chairman : Mr. Dhruv Kaji Members : Mr. Akshay Chudasama Mr. Jeetendra Kapoor Mr. Pradeep Sarda Secretary : Ms. Alpa Shah Invitees : Representatives of statutory auditors and internal auditors Mr. V. Devarajan, Chief Financial Officer Meetings and attendance The details of meetings held during the year, and the attendance thereat are as follows: Dates of meetings: 20th May and 27th October in 2005 and 31st January in 2006. Attendance Name of the No. of meetings Director attended Mr. Dhruv Kaji 3 Mr. Akshay Chudasama 3 Mr. Jeetendra Kapoor 3 Mr. Pradeep Sarda 1 60 61
The statutory auditors and internal auditors of the Company are invitees to the Audit Committee Meetings. The Audit Committee holds discussions with the statutory auditors on Limited Review of the quarterly, half yearly accounts, yearly audit of the Company s accounts and other related matters. The Company has reappointed PSK & Associates, Chartered Accountants as internal auditors to review the internal control systems of the Company and to report thereon. The report of the internal auditors is reviewed by the Audit Committee. Shareholders Committee Terms of reference The functions and powers of the Shareholders Committee include approval / rejection of transfer / transmission and rematerialisation of equity shares, issue of duplicate certificates and supervising of the operations of the Registrar and transfer agents and also maintaining investor relations and review and redressal of shareholders / investors grievances / complaints. The details in this respect are given in the Shareholder Information section of this report. Composition The composition of the Shareholders Committee is as follows: Chairman : Mr. Jeetendra Kapoor Members : Ms. Shobha Kapoor Ms. Ekta Kapoor Secretary : Ms. Alpa Shah Meetings and Attendance The details of meetings held during the year, and the attendance thereat are as follows: Dates of Meetings 4th April, 17th June and 4th October in 2005 and 6th January in 2006 Attendance Name of the Director No. of Meetings attended Mr. Jeetendra Kapoor 4 Ms. Shobha Kapoor 4 Ms. Ekta Kapoor 4 The committee oversees share transfers and monitors investors grievances. The committee reviewed the shareholder grievances and the share transfers for the year and expressed satisfaction with the same. The committee also noted the shareholding in dematerialised mode as on 31st March 2006 being 99.91%. Remuneration Committee Terms of reference The Committee is entrusted with the role and responsibilities of approving compensation packages of Managing Director/ Whole Time Director, reviewing and approving the performance based incentives to be paid to the Managing Director/ Whole Time Director and reviewing and approving compensation package and incentive schemes of senior managerial personnel. Composition The composition of the Remuneration Committee is as follows: Chairman : Mr. Akshay Chudasama Members : Mr. Dhruv Kaji Mr. Jeetendra Kapoor Secretary : Ms. Alpa Shah Meetings and Attendance The details of meetings held during the year, and the attendance thereat are as follows: Dates of Meeting: 20th May 2005 Attendance Name of the Director Mr. Akshay Chudasama 1 Mr. Dhruv Kaji 1 Mr. Jeetendra Kapoor 1 No. of meetings attended Remuneration policy and details of remuneration paid The remuneration of the Directors is decided by the Board of Directors as per the remuneration policy of the Company within the ceiling approved by shareholders. No fixed component and performance linked incentives have been paid or is payable to the Managing Director and the Creative Director for the period under review, other than the commission @ of 2% each, of the net profits of the Company. approved by the shareholders at the Annual General Meeting held on 28th August 2003. The Non-executive Directors are paid remuneration having regard to the No remuneration was paid to Non-Executive Directors prevalent practice in the Industry and commensurate with apart from Directors sitting fees and commission at fixed their experience. Besides the above remuneration, there rate of 0.90% to Chairman and 0.10% to all other Nonis no pecuniary relationship or transactions by the Executive Directors with a ceiling of Rs. 2 lacs each, as Company with Non-Executive Directors. Details of the remuneration to the Directors for the year ended 31st March 2006 Name Designation Remuneration for the year 2005-06 (in Rs.) No. of shares Salary Commission Sitting Employer Total held by fees contribution Nonto Provident executive Fund / Gratuity Directors Ms. Shobha Managing 5,220,000 18,330,000 360,000 23,910,000 N.A. Kapoor Director & CEO Ms. Ekta Creative 5,220,000 18,330,000 360,000 23,910,000 N.A. Kapoor Director Mr. Tusshar Director 1,104,000 72,000 1,176,000 N.A. Kapoor Mr. Jeetendra Non-executive 8,248,000 50,000 8,298,000 5,567,500 Kapoor Chairman Mr. Akshay Independent 183,200 35,000 218,200 Chudasama Director Mr. Dhruv Independent 183,200 35,000 218,200 Kaji Director Mr. Pradeep Independent 183,200 15,000 198,200 Sarda Director Ms. Michelle Director 183,200 20,000 203,200 Guthrie Mr. John Lau Director 183,200 20,000 203,200 Ms. Liza Alternate 30,000 30,000 Newnham Director Ms. May Alternate 15,000 15,000 Oh Director The agreements with Managing Director and the Creative Director is for a period of five years. The nature of employment of Ms. Shobha Kapoor and Ms. Ekta Kapoor is contractual and terminable by twelve month s notice in writing. If the tenure of the office of Managing Director or Creative Director is terminated before expiration of the agreements, the severance fees would be amount equivalent to the remuneration for unexpired residue of the tenure or for three years, whichever is shorter. The appointment of the Executive Director is for a period of three years and is terminable by three month s notice in writing. 62 63
Annual General Body Meetings The details of Annual General Meetings held in the last three years are given below: Annual General Meeting Day, Date Time Venue 9th Meeting Thursday, 3:30 p.m. The Club, 197, D N Nagar, Andheri (West), 21st August 2003 Mumbai 400 053. 10th Meeting Friday, 3:30 p.m. The Club, 197, D N Nagar, Andheri (West), 27th August 2004 Mumbai 400 053. 11th Meeting Friday, 3:30 p.m. The Club, 197, D N Nagar, Andheri (West), 26th August 2005 Mumbai 400 053. No special resolutions were put through postal ballot till last year. Disclosures 1. Related parties transactions None of the transactions with any for the related parties were in conflict with interest of the Company. Transactions with the related parties are disclosed in Note No. B - 7 in Schedule 16 Notes on Accounts annexed to the Financial Statements of the year. 2. Compliances by the Company The Company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI, or other statutory authorities relating to the above. Re-appointment of Directors The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are provided in the explanatory statement accompanying the notice of Annual General Meeting. Means of communication The Company believes that all stakeholders should have access to adequate information, regarding the Company s position to enable them to accurately assess its future potential. In accordance with the applicable guidelines / listing agreement with the stock exchanges, all information which could have a material bearing on Balaji Telefilms share price is released at the earliest. General shareholder information 1. Date of book closure 11th August 2006 to 18th August 2006 (both days inclusive). 2. Date, time and venue of the 18th August 2006 at 3:30 p.m. at The Club, 197, DN Annual General Meeting Nagar, Andheri (West), Mumbai 400 053. 3. Dividend payment The Board of Directors has recommended final dividend of 150% for the year ended 31st March 2006. The dividend will be paid within the stipulated number of days once it is approved at the AGM. 4. Listing on Stock Exchanges (i) The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Tel: +91-22-22721233/34, Fax:+91-22-22721919/3027 (Stock Code 532382) (ii) National Stock Exchange of India Limited Exchange Plaza, 5th floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Tel: +91-22-26598235 / 36, Fax: +91-22-26598237/38 (Stock Code BALAJITELE) 3. Though there is no formal Whistleblower policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Board of Directors of the Company. 4. The Company has laid down a code of conduct for the Directors and senior management of the Company. The code has been posted on the website of the Company. A declaration to the effect that the Directors and senior managerial personnel have adhered to the same, signed by the Managing Director & CEO of the Company, forms part of this Report, which alongwith the auditors certificate on compliance of Clause 49 of the Listing Agreement by the Company is annexed to this report. The Company s financial results were published in Business Standard and Sakal (regional daily). The financial results and official news releases were displayed on the Company s web site www.balajitelefilms.com. No formal presentations were made to the institutional investors and analysts during the year under review. The Company sent a copy of its half-yearly results to each shareholder. The financial results of the Company for each quarter were also put on the web site of Electronic Data Information and Retrieval (EDIFAR) maintained by National Informatics Centre and can also be perused from the web site www.sebiedifar.nic.in. Managements discussion and analysis forms part of the annual report, which is posted to shareholders of the Company. 5. Listing fees Paid for both the above Stock Exchanges as per listing agreements 6. Listing on Stock Exchanges outside India Not applicable 7. Registered office of Company C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai 400 053. Tel: +91-22-26732275, Fax: +91-22-26732312 Email: balaji@balajitelefilms.com Web site: www.balajitelefilms.com 8. Share transfers in physical, communication Karvy Computershare Private Limited regarding share certificates, dividends, change (Company s Registrar and Transfer Agents) in address etc. may be addressed to: Unit: Balaji Telefilms Limited 64 65
Karvy House 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034. Tel: +91-40-23420818 Fax: +91-40-23420814 Email: mailmanager@karvy.com 9. Share transfer system Shares sent for physical transfer are registered and returned within one month from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee meets as often as required. The total number of shares transferred in physical form during the year 2005-2006 were 250. There was no share transfer pending as on 31st March 2006. Fact sheet Items 2005-06 2004-05 Earnings per share 9.15 7.61 EPS fully diluted 9.15 7.61 Dividend per share Rs. 3 Rs. 16 Number of shares 65,210,443 65,210,443 Share price data (Rs.) High 198 130.85 Low 89.65 54.1 Closing 184.75 89 The performance of Balaji Telefilms equity share relative to the BSE Sensitive Index (Sensex) is given in the chart below. 10. Stock market data relating to shares listed in India The Company s shares are listed on the Stock Exchange, Mumbai and National Stock Exchange of India Limited, since 22nd November 2000. The Company s market capitalisation as on 31st March 2006 was Rs. 1204.76 crores. The monthly high and low quotations as well as the volume of shares traded during the year are as below: Month BSE, Mumbai National Stock Exchange High Low No. of High Low No. of Shares Traded Shares Traded April 105.00 90.00 595,072 104.7 89.65 1,798,164 May 116.50 98.65 881,759 115.85 98.2 2,774,935 June 110.00 99.85 400,591 110.7 99.1 1,320,954 July 133.40 106.10 1,127,698 134 106.7 2,907,005 August 151.00 119.00 958,318 153.9 119 2,401,870 September 148.00 120.25 454,554 148 122 1,039,639 October 140.00 115.05 518,747 139.95 116.3 1,515,384 November 141.00 126.75 166,645 141 126 531,384 December 147.30 128.00 231,695 147.5 125 554,001 January 184.50 142.25 374,525 195 138.25 756,774 February 180.00 158.65 132,093 181 154.85 488,464 March 196.95 150.00 463,083 198 165 890,742 11. Investor service complaints / correspondence received during the year Year ended 31st March 2006 Nature of complaints / requests Received Disposed Change/correction of address 15 15 Receipt of dividend warrants for revalidation 13 13 Receipt of Indemnity Board for issue of duplicate dividend warrant 16 16 Non receipt of dividend warrants 69 69 Letter of intimation of bank mandate 4 4 Registration of power of attorney 1 1 Non receipt of annual report 3 3 Request for ECS facility 5 5 Change/correction of bank mandate 1 1 Change/correction of bank mandate on instruments 2 2 Change/correction of name on securities 1 1 Request for consolidation/split of securities 2 2 The Company has disposed of all of the investor grievances / correspondence. There is no share transfers pending as on 31st March 2006. 66 67
12. Shareholding pattern of Balaji Telefilms as on 31st March 2006 Category No. of shares held Percentage of shareholding Promoters 27,268,720 41.82 Bank 1,500 0.00 Indian financial institutions 93,071 0.14 Mutual Funds and UTI 1,606,111 2.46 FIIs 16,980,452 26.04 Private corporate bodies 462,896 0.71 Resident individuals 1,633,998 2.51 HUFs 35,815 0.06 NRIs 145,898 0.22 FCB 16,948,194 25.99 Trusts 51 0.00 Clearing members 33,737 0.05 Grand Total 65,210,443 100 13. Distribution of shareholding as on 31st March 2006 Number of Number of Percent of Amount Percent shares shareholders shareholders holding 1 to 5000 7,838 98.23 2,784,002 2.13 5001 to 10000 66 0.83 505,018 0.39 10001 to 20000 28 0.35 402,662 0.31 20001 to 30000 8 0.10 561,870 0.16 30001 to 40000 5 0.06 175,888 0.13 50001 to 100000 7 0.09 451,540 0.35 100001 & above 27 0.34 125,896,926 96.53 Total 7,979 100.00 130,420,886 100.00 14. Shares under lock-in In accordance with SEBI Guidelines, no equity shares held by promoters are subject to lock-in. 15. Dematerialisation of equity shares The Company s shares are traded in dematerialised form only. To facilitate trading in dematerialised form there are two depositories, i.e., National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The Company has entered into agreement with both these depositories. Shareholders can open account with any of the depository participants registered with any of these depositories. As on 31st March 2006 about 99.91% comprising 65,151,842 equity shares were in the dematerialised form. 16. Financial calendar (tentative and subject to change) Particulars Date Annual General Meeting 18th August 2006 Financial reporting for 1st quarter ending 30th June 2006 Last week of July, 2006 Financial reporting for 2nd quarter ending 30th September 2006 Last week of October, 2006 Financial reporting for 3rd quarter ending 31st December 2006 Last week of January, 2007 Financial reporting for the year ended 31st March 2007 (audited) June, 2007 Annual General Meeting for year ended 31st March 2007 August, 2007 17. Plant locations The details of regional offices of the Company are available on page 54 of the report. 18. Investors correspondence Investors correspondence may be addressed to: Alpa Shah, Company Secretary Balaji Telefilms Limited C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai 400 053 Tel: +91-22-26732275, Fax: +91-22-26732312 Email: alpa@balajitelefilms.com Any queries relating to the financial statements of the Company be addressed to: Mr. Sandeep Jain, Chief Financial Officer Balaji Telefilms Limited C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai 400 053 Tel: +91-22-26732275, Fax: +91-22-26732312 Email: sandeep.jain@balajitelefilms.com 19. Insider trading In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company has framed the Code of Conduct for dealing in equity shares of the Company. 20. Non-mandatory requirements a. Chairman of the Board The Company has Non-executive Chairman, who is entitled to maintain a Chairman s office at the Company s expenses. The expenses incurred by him during performance of his duties are reimbursed to him. b. Remuneration Committee The Company has appointed a Remuneration Committee since January 2003. c. Shareholder rights The Company has been sending to each shareholder, a copy of its half-yearly results, starting from the half-year ended 30th September 2001. d. Postal ballot No resolutions have been proposed to be passed through postal ballot. 68 69
CEO declaration I, Shobha Kapoor, Managing Director & CEO of Balaji Telefilms Limited based on confirmation received from all the directors and senior management of the Company, do hereby state that all Board Members and senior management personnel has affirmed compliance with the code of conduct of the Company on annual basis. Shobha Kapoor Managing Director & CEO Mumbai, 9th May 2006 Certificate on Corporate Governance To the Members of Balaji Telefilms Limited We have examined the compliance of conditions of corporate governance by BALAJI TELEFILMS LIMITED, for year ended 31st March 2006, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement. CEO and CFO certification We, Ms. Shobha Kapoor, Managing Director and CEO of Balaji Telefilms Limited and Mr. V. Devarajan, CFO of Balaji Telefilms Limited, do hereby certify to the Board that: a. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief : i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the Company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company s code of conduct. c. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. d. We have indicated to the auditors and the Audit committee i. significant changes in internal control over financial reporting during the year; ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Shobha Kapoor Managing Director & CEO V. Devarajan CFO For Deloitte Haskins & Sells, Chartered Accountants For Snehal & Associates, Chartered Accountants Mumbai, 9th May 2006 Mumbai, 9th May 2006 A. Siddharth Snehal Shah Partner Proprietor Mumbai, Mumbai, Dated: 9th May 2006 Dated: 9th May 2006 70 71